|
1/4/2017 Legal Notices-MRV Communications—Empowering the Optical Edge
<br /> 2. Payment; Taxes, Purchaser shall pay all invoices issued under this Agreement within 30 days
<br /> from date of invoice. Past-due balances are subject to additional penalties, such as late fees and
<br /> interest at the rate of '1.5% per month or the maximum rate allowable by law, whichever is less.
<br /> Shipments, deliveries and performance of Services will at all times be subject to the approval of
<br /> MRV's credit department and MRV may at any time decline to make any shipments or deliveries or
<br /> perform any Services, except upon receipt of payment or upon terms and conditions or security
<br /> satisfactory to MRV. Purchaser will pay or reimburse MRV for all sales, use, value-added and other
<br /> taxes (except taxes on MRV's net income), and all customs duties and tariffs now or hereafter
<br /> claimed or imposed by any governmental authority upon the sale of the Products, licensing of the
<br /> Software or performance of the Services under this Agreement.
<br /> 3. Disclaimer of Warranties. MRV's warranties as set forth herein ("Warranty")are contingent on
<br /> proper use of the Products and do not apply if the Products have been modified without MRV's
<br /> written approval, or if the Products' serial number label is removed, or if the Product has been
<br /> damaged.The terms of the Warranty are limited to the remedies as set forth in this Warranty.THIS
<br /> WARRANTY IS PROVIDED IN LIEU OF ALL OTHER RIGHTS, CONDITIONS AND WARRANTIES. MRV
<br /> MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SOFTWARE,
<br /> HARDWARE, PRODUCTS, DOCUMENTATION OR MRV SUPPORT, INCLUDING, WITHOUT LIMITATION,
<br /> ANY WARRANTY OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
<br /> INFRINGEMENT OF THIRD-PARTY RIGHTS. MRV DOES NOT WARRANT THAT ANY PRODUCTS WILL
<br /> BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ITS PRODUCTS CAN BE CORRECTED.
<br /> IN NO EVENT SHALL MRV BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS,
<br /> LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTIAL DAMAGES
<br /> (INCLUDING BUT NOT LIMITED TO LOST DATA), HOWEVER CAUSED WHETHER OR NOT MRV HAS
<br /> BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,TO THE EXTENT A JURISDICTION DOES
<br /> NOT ALLOW THE EXCLUSION OF AN IMPLIED WARRANY, OR PLACES LIMITATIONS ON HOW LONG
<br /> AN IMPLIED WARRANTY MAY LAST,THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY,
<br /> 4. Ownership; Confidentiality; Marking.Title to and ownership of the Software and
<br /> Documentation, and any improved, updated, modified or additional parts thereof, and all copyright,
<br /> patent, trade secret, trademark and other intellectual property rights embodied in the Products, shall
<br /> at all times remain the property of MRV or MRV's licensors, Purchaser may be exposed to certain
<br /> information concerning the Products and/or Services, including without limitation, updates,
<br /> upgrades, bug lists or other business information obtained through Purchaser's access to MRV's
<br /> service agreements, which are MRV's confidential and proprietary information (herein "Confidential
<br /> Information"). Purchaser agrees to exercise at least reasonable care with respect to the Confidential
<br /> Information. Purchaser agrees not to(i) disclose to any third party any Confidential Information; or
<br /> (ii) use the Products or other Confidential Information for any purpose not specified in this
<br /> Agreement. Purchaser agrees to comply with all legends that appear on or in the Products and not
<br /> to remove or destroy any copyright, logo, trademark, trade name, proprietary markings, or
<br /> confidentiality legends placed upon or contained within Products or documentation supplied by MRV
<br /> to Purchaser under this Agreement.
<br /> 5, Indemnification. Purchaser agrees to indemnify and hereby hold MRV harmless from any
<br /> liabilities, claims or damages, in contract and at law, arising out of(i) any act or omission by
<br /> Purchaser(including but not limited to any use of a Product), or(ii) MRV's compliance with
<br /> Purchaser's instructions, specifications or requirements.
<br /> 6. High-Risk. Unless expressly instructed in writing by MRV to the contrary, the MRV Products
<br /> and third-party Products purchased by Purchaser hereunder are not fault-tolerant and are not
<br /> designed, certified, manufactured, or intended for use in hazardous environments requiring fail-safe
<br /> or uninterrupted performance, including without limitation, the operation of nuclear facilities, aircraft
<br /> htin•Umrv_cnm/l,aal-notices/ 4/7
<br />
|